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                                                                 Exhibit 10.10.1



                 MUTUAL DATABASE LICENSE AND MARKETING AGREEMENT

            This Mutual Database License and Marketing Agreement (this
"Agreement"), dated as of February 1, 2001, by and between Traffix, Inc.
("Traffix"), a Delaware corporation with an office at One Blue Hill Plaza, Pearl
River, NY 10965, and Naviant Marketing Solutions, Inc. ("Naviant"), a Delaware
corporation with an office at 14 Campus Boulevard, Suite 200, Newtown Square, PA
19073-3279.

                                    RECITALS

            Traffix is engaged in marketing and management of permission-based
proprietary and affiliate databases. Naviant is engaged in precision marketing
services for web marketers. Traffix and Naviant have access to certain consumer
data that they wish to share. The parties also desire to share certain data that
they obtain in the future. In addition, the parties would like to maximize the
breadth of the permission to market to these data files, minimize the cost of
obtaining future data, and maximize the revenue that they can generate from such
data. The parties wish by this Agreement to set forth the terms and conditions
by which they would work together to achieve these objectives.

            NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:

      1.    Naviant Registration Page.

            a.    Design and Permission Statement. Traffix will assist Naviant
                  to redesign the recommended template for its affinity
                  marketing registration pages/application (the "Naviant
                  Affinity Reg Pages"). To the extent permitted by Naviant's
                  third-party registration customers, Naviant will modify its
                  Naviant Affinity Reg Pages so that end-users who are offered
                  and select to display Naviant Affinity Reg Pages will have the
                  opportunity, by a pre-checked box, to elect to receive via
                  e-mail both Traffix's GroupLotto offers and Naviant's offers.
                  The permission questions shall specifically refer to the
                  GroupLotto permission statement (the "Permission Statement")
                  which will be broadly written to cover, at a minimum, all
                  GroupLotto offers, Naviant offers, and related third-parties.

            b.    Data to be Shared. For all individuals who elect to receive
                  any Traffix offers presented on any Naviant Affinity Reg
                  Pages, Naviant shall provide Traffix, on a daily basis, the
                  following


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                  information (in each case to the extent available and
                  permitted by Naviant's third-party registration customers):
                  full name, home address with city, state and zip code, e-mail
                  address, sex, telephone number and birth date.

      2.    Affinity Marketing Referral. Each party agrees to give reasonable
            consideration to affinity marketing partners introduced by the other
            party during the Term. During the Term, each party shall pay a
            commission equal to ) {Confidential portion omitted and filed
            separately with the Commission} of the Net Revenue received from
            offers presented on such party's affinity marketing websites by an
            affinity marketing partner introduced by the other. Each party shall
            provide detailed reporting weekly (and summary reporting monthly)
            for all offers relating to affinity marketing partners originated by
            the other party, and payments from such activities shall be due to
            the party owed 30 days after payment is received in respect of such
            offer. For the purposes of this Agreement, "Net Revenue" shall mean
            gross revenue less third-party brokerage and sales commissions.

      3.    License to GroupLotto Database. Traffix owns a registered-user
            database of persons who have elected to receive GroupLotto offers
            (estimated to be approximately 5,000,000 records in the U.S. with
            e-mail and other related address information, as such may be
            modified and updated from time to time, the "GroupLotto Database").
            Traffix hereby represents and warrants that: (i) it has sufficient
            right and title to the GroupLotto Database to license the GroupLotto
            Database to Naviant as provided herein; (ii) the GroupLotto Database
            has been and will be collected and licensed hereunder in compliance
            with (a) all federal, state and local laws, statutes, rules,
            regulations and ordinances including, without limitation, the Fair
            Credit Reporting Act (15 U.S.C.Sections1681-1681t), as such
            act may be amended, modified or supplemented from time to time),
            including all applicable privacy and data protection laws, rules and
            regulations, and (b) all regulations, rules and policies published
            by the Direct Marketing Association and imposed on its members;
            (iii) the GroupLotto Database is comprised of records relating to
            persons who have registered on-line; (iv) the GroupLotto Database
            contains, at a minimum, the following fields: first name, last name,
            birth date, mailing address (including street, number, city, state
            and zip code), e-mail address, date of registration and
            permissioning information; and (v) the data in the GroupLotto
            Database was collected pursuant to the privacy/permissioning
            policies and/or statements set forth on Exhibit A hereto. Traffix
            hereby grants, and Naviant hereby accepts, a world-wide,
            non-exclusive license for the Term (except with respect to following
            clause (D), which shall be perpetual) to use the GroupLotto Database
            for (A) sublicensing the GroupLotto Database (in whole or in part)
            to


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            Naviant's clients for the exclusive purpose of appending data from
            the GroupLotto Database to Naviant's clients' customer databases,
            (B) sending marketing messages (for itself or on behalf of others)
            to persons in the GroupLotto Database, through any means and medium
            (limited to no more than the mathematical equivalent of two times
            the whole file in any month), (C) flagging its databases to
            facilitate the dispatch of marketing messages by Traffix (for
            Naviant or on behalf of Naviant's clients) to persons in the
            GroupLotto Database, through any means and medium, and (D) to
            process the information in the GroupLotto Database with and against
            databases Naviant owns or licenses in order to permanently record in
            Naviant's High Tech Household database (the "HTHH") information
            regarding any matches. Naviant's use of the GroupLotto Database
            shall be subject to the following restrictions: (i) Naviant shall
            not disclose, directly or indirectly, the source of the GroupLotto
            Database or any of its elements; (ii) in its use of the GroupLotto
            Database, Naviant shall comply with all federal, state and local
            laws, statutes, rules, regulations and ordinances including, without
            limitation, the Fair Credit Reporting Act (15
            U.S.C.SectionSection1681-1681t, as such act may be amended, modified
            or supplemented from time to time); (iii) (except as provided
            herein) unless otherwise permitted by Traffix, Naviant shall not
            sell, provide or otherwise make available, the GroupLotto Database,
            or any information derived either in whole or in part therefrom, or
            any copies of the foregoing, to any third party for any purpose;
            (iv) Naviant shall use the GroupLotto Database only in connection
            with reputable marketing programs. On or before February 10, 2001,
            and monthly thereafter during the Term, Traffix shall deliver one
            copy of the GroupLotto Database in its current form to a location
            and in a format reasonably designated by Naviant. Naviant shall owe
            Traffix the following royalties in respect of the license contained
            in this Section 3:

            a.    For uses and/or licenses of the GroupLotto Database pursuant
                  to license clauses (A): {CONFIDENTIAL PORTION OMITTED AND
                  FILED SEPARATELY WITH THE COMMISSION}.

            b.    For uses and/or licenses of the GroupLotto Database pursuant
                  to license clauses (B) and (C): {CONFIDENTIAL PORTION OMITTED
                  AND FILED SEPARATELY WITH THE COMMISSION} provided that
                  Naviant shall owe no additional fees in respect of delivery of
                  such messages or receipt of standard reports relating thereto.

            c.    For use of the GroupLotto Database pursuant to license clauses
                  (D): {CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
                  THE COMMISSION}.

               Naviant shall provide detailed reporting monthly for all activity
               relating to use and/or sublicense of the GroupLotto Database
               pursuant to Section 3, and payments from such activities shall be
               due to Traffix


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            30 days after such payment is received in respect of such use/
            sublicense.

      4.    Limited License to HTHH. For each new record added to the HTHH
            Database pursuant to the license granted in clause (D) of Section 3,
            Naviant hereby grants to Traffix, and Traffix hereby accepts a
            one-year (measured from the time such data is provided to Client)
            non-exclusive non-transferable license to the Household Income, Age
            (of head of household), Age and Sex (of family members), Presence of
            Children, Household Size, Dwelling Unit Type, Length of Residence,
            Area Code, Telephone Number and Hispanic Surname fields of such HTHH
            records, where available, solely for (and only to the extent of )
            Traffix's own internal use in the United States for Traffix's own
            sales and marketing purposes, subject to Traffix's compliance with
            the following use restrictions: (i) Traffix shall not disclose,
            directly or indirectly, the source of the HTHH or any of its
            elements; (ii) in its use of the HTHH, Traffix shall comply with all
            federal, state and local laws, statutes, rules, regulations and
            ordinances including, without limitation, the Fair Credit Reporting
            Act (15 U.S.C.SectionSection1681-1681t, as such act may be amended,
            modified or supplemented from time to time); (iii) unless otherwise
            permitted by Naviant, Traffix shall not sell, provide or otherwise
            make available, the HTHH, or any information derived either in whole
            or in part therefrom, or any copies of the foregoing, to any third
            party for any purpose; (iv) Traffix shall use the HTHH only in
            connection with reputable marketing programs. Within 30 days of
            Naviant's receipt of any GroupLotto database (but not more
            frequently than once per month, Naviant shall deliver one copy of
            the records of the HTHH licensed to Traffix pursuant to this Section
            4 to a location and in a format reasonably designated by Naviant.
            The license in this Section 4 shall be {CONFIDENTIAL PORTION OMITTED
            AND FILED SEPARATELY WITH THE COMMISSION} so long as Traffix
            complies with the other terms and conditions of this Agreement.


      5.    Joint Acquisition of Records. Traffix will use its best efforts to
            purchase (and/or receive appropriate perpetual licenses of)
            additional database information (each, a "New Database") from third
            parties for joint ownership by Traffix and Naviant. Provided that
            the New Database records contain at least full name, postal address,
            age/birth date, date of acquisition, and sufficient permissioning
            information, Traffix shall have the authority to set any additional
            requirements for such New Databases (e.g., unique to the GroupLotto
            Database, minimum age, data fields and such other standards that
            Traffix deems appropriate). Naviant and Traffix agree that, upon
            payment of any required fees or royalties pursuant to this Section,
            each shall have equal ownership of (or license to) the New
            Databases. Within ten days of its receipt of any New Database
            conforming to the terms of this



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            Section 5, Traffix shall deliver (or cause the controller or such
            New Database to deliver) one copy of the such New Database to a
            location and in a format reasonably designated by Naviant. Naviant
            and Traffix agree to share equally the cost of acquiring rights to
            each New Database pursuant to this Section 5, provided that (a) both
            parties have unrestricted ownership of (or perpetual license to)
            such New Database (with any restrictions being subject to both
            parties' prior approval), (b) the cost of acquiring each record in
            such New Database does not exceed {CONFIDENTIAL PORTION OMITTED AND
            FILED SEPARATELY WITH THE COMMISSION}, and (c) Naviant's obligation
            with respect thereto does not exceed {CONFIDENTIAL PORTION OMITTED
            AND FILED SEPARATELY WITH THE COMMISSION}per month. Notwithstanding
            the foregoing, Naviant's obligation to pay for any New Database
            records shall be reduced (on a record-for-record basis) to the
            extent that unique new GroupLotto registered users/members are
            accepted by Traffix pursuant to Section 1 of this Agreement. Traffix
            shall bill Naviant monthly in arrears, and such payments shall be
            due within seven days of Naviant's receipt thereof. The parties
            agree to discuss on a monthly basis any payment offsets which may be
            generated with respect to payments due under this Agreement.

      6.    Cookie Setting. At Naviant's request, Traffix agrees to either (i)
            redirect those persons who register for its offers (or for whom
            Traffix otherwise has an IP connection supporting the setting of
            cookies or similar devices) to a web site maintained by Naviant, at
            which web site Naviant shall be permitted to set cookies (or similar
            devices) for the benefit of Naviant, or (ii) use commercially
            reasonable efforts to deploy such technology as is necessary for
            Traffix to set cookies (or similar devices) for the benefit of
            Naviant. Each party covenants to provide such access and assistance,
            and make such technical modifications, as is reasonably requested by
            the other to effect the foregoing. In exchange for the rights
            afforded Naviant pursuant to this Section 6, Naviant shall pay
            Traffix {CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
            COMMISSION} (or similar device) set by Naviant (or by Traffix for
            Naviant) pursuant to this Section 6. After implementation of the
            redirect process described in this Section 6, Naviant shall provide
            detailed reporting monthly for all activity relating this Section 6,
            and payments from such activities shall be due to Traffix within 30
            days of receipt of such report.

      7.    Indemnification. Each party (the "Indemnifying Party") shall defend,
            indemnify and hold harmless the other party and its affiliates (the
            "Indemnified Party") from all damages, liabilities and expenses (and
            all legal costs including attorneys' fees, court costs, expenses and
            settlements resulting from any action or claim) (collectively,
            "Losses"), arising out of, connected with, or resulting in any way
            from


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            (a) any misrepresentation or breach of any warranty, covenant or
            agreement made by the Indemnifying Party in this Agreement, (b) if
            Traffix is the Indemnifying Party, any allegation that the
            possession, distribution or use by Naviant of the GroupLotto
            Database infringes an intellectual property right; provided,
            however, that no such obligation shall arise unless (i) the
            Indemnified Party gives the Indemnifying Party written notice of the
            claim in a timely manner after it receives actual notice, and (ii)
            the Indemnified Party cooperates with the Indemnifying Party in
            defending any such action. Notwithstanding anything contained herein
            to the contrary, neither party shall be liable or required to
            indemnify the other party for such other party's gross negligence or
            intentional wrongdoing. The Indemnifying Party shall have the right
            at its expense to employ counsel reasonably acceptable to the
            Indemnified Party to defend against the claim but not to settle the
            claim. If the Indemnifying Party does not avail itself of the
            opportunity to defend against or resist the claim or proceeding
            within 30 days after receipt of notice thereof (or such shorter time
            specified in the notice as circumstances may dictate), the
            Indemnified Party shall be free to investigate, defend, compromise,
            settle or otherwise dispose of the claim or proceeding and be
            reimbursed for all costs associated therewith by the Indemnifying
            Party.

      8.    Press Release. Naviant and Traffix agree to collaborate on the
            development of a public announcement of this Agreement. Such
            announcement shall only be made in a form and at a time agreed by
            both parties. Each party may use the other's name and logo for
            promotional purposes; however, each party's use must be in
            conformity to the other party's guidelines and sound commercial
            practices and that such use make no representation beyond the scope
            of this Agreement.

      9.    Term and Termination.

            a.    This Agreement will commence on the date hereof and shall
                  expire 24 months thereafter, unless terminated sooner as
                  provided below.

            b.    Either party may terminate this Agreement for any reason upon
                  60 days notice, provided such notice may not be given within
                  12 months of the date hereof.

            c.    Either party may terminate this Agreement (i) upon the other
                  party's material breach or default of a term of this Agreement
                  which is not cured within 30 days of receipt of notice of such
                  breach or default from the non-defaulting party; (ii) if the
                  other party ceases doing business.


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                  Upon termination or expiration of this Agreement for any
                  reason, (i) Naviant shall promptly return to Traffix all
                  copies of the GroupLotto Database in its possession, (ii)
                  Traffix shall promptly return to Naviant all copies of the
                  HTHH in its possession, and (iii) the parties shall issue
                  final reports and invoices with respect to amounts owed
                  hereunder within 60 days.

            10.   Arbitration. All disputes, including without limitation claims
                  of breach of contract, fraud in the inducement and negligence,
                  shall be referred to binding arbitration, in New York City,
                  NY, in accordance with the then-current Commercial Rules of
                  Arbitration of the American Arbitration Association. The
                  decision of the arbitrator will be final, binding and
                  non-appealable, and an award thereon may be enforced in any
                  court of competent jurisdiction. The parties will share
                  equally the costs and expenses of the arbitrator, but will
                  bear their separate costs and expenses of the arbitration
                  proceeding, including legal fees. Either party may seek
                  judicial relief to compel the other party to comply with the
                  provisions of this Section.

            11.   Audit. Each party shall maintain current, accurate and
                  complete books and records regarding the performance of this
                  Agreement. During the Term, and for a period of two years
                  thereafter, either party may, either itself or through a third
                  party, up to two times per year, examine, inspect, audit and
                  copy such books and records and any source documents
                  pertaining hereto to determine the others's compliance with
                  the terms and conditions of this Agreement. Such audit shall
                  be conducted at the auditing party's sole cost and expense;
                  provided, however, if such audit reveals that the audited
                  party materially failed to comply with this Agreement, the
                  audited party shall, in addition to promptly curing such
                  non-compliance, reimburse the auditing party for the expense
                  of such audit.

            12.   Miscellaneous.

                  a.    Relationship of the Parties. Nothing in this Agreement
                        shall be construed as creating any joint venture,
                        partnership or agency relationship between the parties
                        for any purpose whatsoever including, but not limited
                        to, state or foreign taxation law or any other purpose,
                        or as constituting either party as the legal
                        representative of the other, and neither party shall
                        have the right or the authority to assume, create or
                        incur any liability or obligation of any kind, express
                        or implied, against or in the name of or on behalf of
                        the other. No party shall use the other party's name to
                        imply any endorsement, sponsorship or affiliation with
                        the other, except as otherwise provided in the
                        Agreement.


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                  b.    Notices. Any notice hereunder shall be deemed to have
                        been given and received when personally delivered in
                        writing, the next business day after being sent via
                        overnight express courier, or five (5) business days
                        after it has been deposited in United States mail,
                        registered mail, return receipt requested, postage
                        pre-paid, properly addressed to the other party at their
                        address on the first page of this Agreement.

                  c.    Governing Law. This Agreement shall in all respects be
                        governed by and interpreted, construed and enforced in
                        accordance with the laws of the State of New York.

                  d.    Assignment. Neither party may not assign this Agreement
                        without the prior written consent of the other; however,
                        this Agreement may be assigned to any party acquiring
                        substantially all of the assets or stock of such party.

                  e.    Counterparts. This Agreement may be executed by
                        facsimile and in several counterparts and all
                        counterparts so executed shall constitute one agreement
                        binding on all the parties hereto, notwithstanding that
                        all the parties are not signatory to the original or the
                        same counterpart.

                  f.    Force Majeure. No delay or failure of either party to
                        perform any of its obligations under the Agreement shall
                        be considered a breach of this Agreement if it results
                        from any cause beyond its control including, without
                        limitation, any act of God, earthquake, hurricane,
                        flood, fire, natural catastrophe, severe weather, public
                        emergency, accident, riot, civil commotion,
                        insurrection, equipment or system failure or changes in
                        any federal, state, or local laws, statutes, rules,
                        regulations, or ordinances or other action of any
                        governmental authority having jurisdiction.

                  g.    Severability. Any determination by any court of
                        competent jurisdiction of the invalidity any provision
                        of this Agreement shall not effect the validity of any
                        other provision of this Agreement, which shall remain in
                        full force and effect and which shall be construed as
                        valid under applicable law.

                  h.    Notices. All notices, requests, demands and other
                        communications required or permitted to be given under
                        this Agreement shall be in writing, and shall be deemed
                        to be given when delivered in person, or when sent by
                        facsimile (with receipt confirmed), or on the first
                        business day after posting thereof with a nationally
                        recognized overnight courier to the address set forth in
                        the initial paragraph hereof.


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                  i.    Entire Agreement. This Agreement sets forth the entire
                        agreement of the parties with respect to the subject
                        matter hereof.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth above.



TRAFFIX, INC.                         NAVIANT MARKETING SOLUTIONS, INC.

By: /s/ Andrew Stollman               By: /s/ James M. Flynn
    ----------------------------          -----------------------------
Name:                                 Name:
     ---------------------------           ----------------------------
Title:                                Title:
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